Delaware
|
|
26-2940963
|
(State or other
jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
10005 Muirlands Blvd. Suite G, Irvine,
California
|
|
92618
|
(Address of
Principal Executive Offices)
|
|
(Zip
Code)
|
PART I –
|
FINANCIAL
INFORMATION (UNAUDITED)
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
|
|
2
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
|
|
|
16
|
|
|
|
|
|
23
|
|
|
|
|
|
24
|
|
|
|
|
PART II –
|
OTHER
INFORMATION
|
|
|
|
|
|
25
|
|
|
|
|
|
25
|
|
|
|
|
|
38
|
|
|
|
|
|
38
|
|
|
|
|
|
38
|
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|
|
38
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|
39
|
|
|
|
|
|
40
|
ChromaDex
Corporation and Subsidiaries
|
|
|
|
|
|
Condensed
Consolidated
B
alance Sheets
|
|
|
October
1, 2016 and January 2, 2016
|
|
|
|
October
1, 2016
|
January 2,
2016
|
Assets
|
|
|
|
|
|
Current
assets
|
|
|
Cash
|
$
2,264,756
|
$
5,549,672
|
Trade receivables,
net of allowances of $603,000 and $367,000,
respectively
|
6,511,439
|
2,450,591
|
Inventories
|
6,312,909
|
8,173,799
|
Prepaid expenses
and other assets
|
401,902
|
373,567
|
Total
current assets
|
15,491,006
|
16,547,629
|
|
|
|
Leasehold
improvements and equipment, net
|
2,495,215
|
1,788,645
|
Deposits and
other
|
261,215
|
58,883
|
Intangible assets,
net
|
495,936
|
354,052
|
Longterm
investment
|
20,318
|
-
|
|
|
|
Total
assets
|
$
18,763,690
|
$
18,749,209
|
|
|
|
Liabilities
and stockholders' equity
|
|
|
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$
4,098,778
|
$
6,223,958
|
Accrued
expenses
|
1,709,662
|
1,302,865
|
Current maturities
of loan payable
|
-
|
1,528,578
|
Current maturities
of capital lease obligations
|
217,308
|
219,689
|
Customer deposits
and other
|
277,615
|
272,002
|
Deferred rent,
current
|
52,734
|
39,529
|
Total
current liabilities
|
6,356,097
|
9,586,621
|
|
|
|
Loan payable, less
current maturities, net
|
-
|
3,345,335
|
Capital lease
obligations, less current maturities
|
282,820
|
444,589
|
Deferred rent, less
current
|
267,419
|
97,990
|
|
|
|
Total
liabilities
|
6,906,336
|
13,474,535
|
|
|
|
Commitments and
contingencies
|
|
|
|
|
|
Stockholders'
equity
|
|
|
Common stock, $.001
par value; authorized 50,000,000 shares;
|
|
|
issued and
outstanding October 1, 2016 37,543,198 and
|
|
|
January 2, 2016
36,003,589 shares
|
37,543
|
36,004
|
Additional paid-in
capital
|
54,896,632
|
47,534,059
|
Accumulated
deficit
|
(43,076,821
)
|
(42,295,389
)
|
Total
stockholders' equity
|
11,857,354
|
5,274,674
|
|
|
|
Total
liabilities and stockholders' equity
|
$
18,763,690
|
$
18,749,209
|
|
|
|
See Notes to
Condensed Consolidated Financial Statements.
|
ChromaDex
Corporation and Subsidiaries
|
|
|
|
|
|
Condensed
Consolidated
S
tatements of
Operations
|
|
|
For
the Three Month Periods Ended October 1, 2016 and October 3,
2015
|
|
|
|
October
1, 2016
|
October 3,
2015
|
|
|
|
Sales,
net
|
$
5,007,450
|
$
6,287,309
|
Cost of
sales
|
2,964,980
|
3,805,679
|
|
|
|
Gross
profit
|
2,042,470
|
2,481,630
|
|
|
|
Operating
expenses:
|
|
|
Sales and
marketing
|
447,985
|
550,878
|
Research and
development
|
772,799
|
188,690
|
General and
administrative
|
1,768,402
|
1,564,932
|
Operating
expenses
|
2,989,186
|
2,304,500
|
|
|
|
Operating
income (loss)
|
(946,716
)
|
177,130
|
|
|
|
Nonoperating income
(expense):
|
|
|
Interest
income
|
565
|
976
|
Interest
expense
|
(11,392
)
|
(181,822
)
|
Nonoperating
expenses
|
(10,827
)
|
(180,846
)
|
|
|
|
Loss before
taxes
|
(957,543
)
|
(3,716
)
|
Provision for
taxes
|
3,153
|
-
|
|
|
|
Net
loss
|
$
(954,390
)
|
$
(3,716
)
|
|
|
|
Basic and diluted
loss per common share
|
$
(0.03
)
|
$
(0.00
)
|
|
|
|
Basic and diluted
weighted average common shares outstanding
|
37,868,672
|
35,814,305
|
|
|
|
See Notes to
Condensed Consolidated Financial Statements.
|
ChromaDex
Corporation and Subsidiaries
|
|
|
|
|
|
Condensed
Consolidated Statement of
S
tockholders' Equity
|
|
|
|
||
For
the Nine Month Period Ended October 1, 2016
|
|
|
|
|
|
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
|
Total
Stockholder's
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
Balance, January 2,
2016
|
36,003,589
|
$
36,004
|
$
47,534,059
|
$
(42,295,389
)
|
$
5,274,674
|
|
|
|
|
|
|
Issuance of common
stock, net of
offering costs of
$20,000
|
128,205
|
128
|
479,872
|
-
|
480,000
|
|
|
|
|
|
|
Exercise of stock
options
|
47,055
|
47
|
93,825
|
-
|
93,872
|
|
|
|
|
|
|
Share-based
compensation
|
-
|
-
|
324,035
|
-
|
324,035
|
|
|
|
|
|
|
Vested restricted
stock
|
2,000
|
2
|
(2
)
|
-
|
-
|
|
|
|
|
|
|
Net
income
|
-
|
-
|
-
|
255,625
|
255,625
|
|
|
|
|
|
|
Balance, April 2,
2016
|
36,180,849
|
$
36,181
|
$
48,431,789
|
$
(42,039,764
)
|
$
6,428,206
|
|
|
|
|
|
|
1 for 3 reverse
stock split, issuance due to fractional shares round
up
|
1,632
|
2
|
(2
)
|
-
|
-
|
|
|
|
|
|
|
Issuance of common
stock, net of
offering costs of
$10,000
|
1,117,022
|
1,117
|
5,238,883
|
-
|
5,240,000
|
|
|
|
|
|
|
Exercise of stock
options
|
185,081
|
185
|
528,327
|
-
|
528,512
|
|
|
|
|
|
|
Share-based
compensation
|
-
|
-
|
333,602
|
-
|
333,602
|
|
|
|
|
|
|
Vested restricted
stock
|
5,330
|
5
|
(5
)
|
-
|
-
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(82,667
)
|
(82,667
)
|
|
|
|
|
|
|
Balance, July 2,
2016
|
37,489,914
|
$
37,490
|
$
54,532,594
|
$
(42,122,431
)
|
$
12,447,653
|
|
|
|
|
|
|
Reconciliation of
offering costs
|
-
|
-
|
(2,526
)
|
-
|
(2,526
)
|
|
|
|
|
|
|
Exercise of stock
options
|
47,950
|
48
|
94,180
|
-
|
94,228
|
|
|
|
|
|
|
Share-based
compensation
|
-
|
-
|
272,389
|
-
|
272,389
|
|
|
|
|
|
|
Vested restricted
stock
|
5,334
|
5
|
(5
)
|
-
|
-
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(954,390
)
|
(954,390
)
|
|
|
|
|
|
|
Balance,
October 1, 2016
|
37,543,198
|
$
37,543
|
$
54,896,632
|
$
(43,076,821
)
|
$
11,857,354
|
|
|
|
|
|
|
See Notes to
Condensed Consolidated Financial Statements.
|
ChromaDex
Corporation and Subsidiaries
|
|
|
|
|
|
Condensed
Consolidated Statements of
C
ash
Flows
|
|
|
For
the Nine Month Periods Ended October 1, 2016 and October 3,
2015
|
|
|
|
October
1, 2016
|
October 3,
2015
|
|
|
|
Cash Flows From
Operating Activities
|
|
|
Net
loss
|
$
(781,432
)
|
$
(1,344,423
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
of leasehold improvements and equipment
|
234,408
|
209,754
|
Amortization
of intangibles
|
63,116
|
32,236
|
Share-based
compensation expense
|
930,026
|
1,656,504
|
Allowance
for doubtful trade receivables
|
235,591
|
5,429
|
Loss
from disposal of equipment
|
-
|
19,643
|
Loss
on debt extinguishment
|
313,099
|
-
|
Non-cash
financing costs
|
94,080
|
139,780
|
Changes
in operating assets and liabilities:
|
|
|
Trade
receivables
|
(4,296,439
)
|
(1,883,261
)
|
Inventories
|
1,840,572
|
(429,287
)
|
Prepaid
expenses and other assets
|
(230,667
)
|
(86,183
)
|
Accounts
payable
|
(2,125,180
)
|
108,961
|
Accrued
expenses
|
406,797
|
361,481
|
Customer
deposits and other
|
5,613
|
2,393
|
Deferred
rent
|
182,634
|
(50,589
)
|
Net
cash used in operating activities
|
(3,127,782
)
|
(1,257,562
)
|
|
|
|
Cash Flows From
Investing Activities
|
|
|
Purchases
of leasehold improvements and equipment
|
(940,978
)
|
(242,765
)
|
Purchases
of intangible assets
|
(205,000
)
|
(107,500
)
|
Net
cash used in investing activities
|
(1,145,978
)
|
(350,265
)
|
|
|
|
Cash Flows From
Financing Activities
|
|
|
Proceeds
from issuance of common stock, net of issuance costs
|
5,717,474
|
-
|
Proceeds
from exercise of stock options
|
716,612
|
25,266
|
Proceeds
from loan payable
|
-
|
2,500,000
|
Payment
of debt issuance cost
|
-
|
(15,000
)
|
Principal
payments on loan payable
|
(5,000,000
)
|
-
|
Cash
paid for debt extinguishment costs
|
(281,092
)
|
-
|
Principal
payments on capital leases
|
(164,150
)
|
(158,547
)
|
Net
cash provided by financing activities
|
988,844
|
2,351,719
|
|
|
|
Net (decrease)
increase in cash
|
(3,284,916
)
|
743,892
|
|
|
|
Cash Beginning of
Period
|
5,549,672
|
3,964,750
|
|
|
|
Cash Ending of
Period
|
$
2,264,756
|
$
4,708,642
|
|
|
|
Supplemental
Disclosures of Cash Flow Information
|
|
|
Cash
payments for interest
|
$
251,231
|
$
293,968
|
|
|
|
Supplemental
Schedule of Noncash Investing Activity
|
|
|
Capital
lease obligation incurred for purchases of equipment
|
$
-
|
$
303,933
|
Inventory
supplied to Healthspan Research, LLC for equity interest, at
cost
|
$
20,318
|
$
-
|
Retirement
of fully depreciated equipment - cost
|
$
28,083
|
$
8,181
|
Retirement
of fully depreciated equipment - accumulated
depreciation
|
$
(28,083
)
|
$
(8,181
)
|
|
|
|
See
Notes to Condensed Consolidated Financial Statements.
|
|
October
1, 2016
|
January 2,
2016
|
Natural product
fine chemicals
|
$
1,024,213
|
$
1,239,338
|
Bulk
ingredients
|
5,388,696
|
7,195,461
|
|
6,412,909
|
8,434,799
|
Less valuation
allowance
|
(100,000
)
|
(261,000
)
|
|
$
6,312,909
|
$
8,173,799
|
Payoff Amount
|
|
|
|
Principal
|
$
4,554,659
|
Accrued
interest
|
15,790
|
End
of term charge
|
187,500
|
Prepayment
fee
|
91,093
|
Other
fees
|
2,500
|
|
|
Total
|
$
4,851,542
|
Net Carrying
Amount
|
|
Payoff Amount (Excluding Interest)
|
||
|
|
|
|
|
Principal
|
$
4,554,659
|
|
Principal
|
$
4,554,659
|
Accrued
end of term charge
|
103,909
|
|
End
of term charge
|
187,500
|
Deferred
financing cost
|
(45,606
)
|
|
Prepayment
fee
|
91,093
|
Warrant
discount
|
(90,309
)
|
|
Other
fees
|
2,500
|
|
|
|
|
|
Total
|
$
4,522,653
|
|
Total
|
$
4,835,752
|
|
(A)
|
|
|
(B)
|
Loss
on debt extinguishment
|
$
(313,099
)
|
|
|
|
|
(A) - (B)
|
|
|
|
|
|
Weighted
Average
|
|
||
|
|
|
Remaining
|
|
Aggregate
|
|
Number
of
|
Exercise
|
Contractual
|
Fair
|
Intrinsic
|
|
Shares
|
Price
|
Term
|
Value
|
Value
|
Outstanding at
January 2, 2016
|
4,314,264
|
$
3.50
|
6.44
|
|
|
|
|
|
|
|
|
Options
Granted
|
579,148
|
4.27
|
10.00
|
$
2.71
|
|
Options
Exercised
|
(238,423
)
|
2.67
|
|
|
$
502,000
|
Options
Forfeited
|
(326,663
)
|
4.15
|
|
|
|
Outstanding at
October 1, 2016
|
4,328,326
|
$
3.60
|
6.20
|
|
$
684,000
|
|
|
|
|
|
|
Exercisable at
October 1, 2016
|
3,314,918
|
$
3.46
|
5.31
|
|
$
668,000
|
Nine Months Ended
October 1, 2016
|
|
Expected
term
|
6.0
years
|
Expected
volatility
|
73
%
|
Expected
dividends
|
0.00
%
|
Risk-free
rate
|
1.33
%
|
|
March 11,
2016
|
Fair value of
common stock
|
$
4.41
|
Contractual
term
|
3.0
years
|
Volatility
|
60
%
|
Risk-free
rate
|
1.16
%
|
Expected
dividends
|
0.00
%
|
Three months
ended
October 1,
2016
|
|
Core
Standards and
|
Scientific
and
|
|
|
|
Ingredients
|
Contract
Services
|
Regulatory
Consulting
|
|
|
|
segment
|
segment
|
segment
|
Other
|
Total
|
|
|
|
|
|
|
Net
sales
|
$
2,663,095
|
$
2,052,135
|
$
292,220
|
$
-
|
$
5,007,450
|
Cost of
sales
|
1,287,421
|
1,548,268
|
129,291
|
-
|
2,964,980
|
|
|
|
|
|
|
Gross
profit
|
1,375,674
|
503,867
|
162,929
|
-
|
2,042,470
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Sales and
marketing
|
199,130
|
245,255
|
3,600
|
-
|
447,985
|
Research and
development
|
760,299
|
12,500
|
-
|
-
|
772,799
|
General and
administrative
|
-
|
-
|
-
|
1,768,402
|
1,768,402
|
Operating
expenses
|
959,429
|
257,755
|
3,600
|
1,768,402
|
2,989,186
|
|
|
|
|
|
|
Operating
income (loss)
|
$
416,245
|
$
246,112
|
$
159,329
|
$
(1,768,402
)
|
$
(946,716
)
|
Three months
ended
October 3,
2015
|
|
Core
Standards and
|
Scientific
and
|
|
|
|
Ingredients
|
Contract
Services
|
Regulatory
Consulting
|
|
|
|
segment
|
segment
|
segment
|
Other
|
Total
|
|
|
|
|
|
|
Net
sales
|
$
4,146,597
|
$
1,875,296
|
$
265,416
|
$
-
|
$
6,287,309
|
Cost of
sales
|
2,157,183
|
1,533,402
|
115,094
|
-
|
3,805,679
|
|
|
|
|
|
|
Gross
profit
|
1,989,414
|
341,894
|
150,322
|
-
|
2,481,630
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Sales and
marketing
|
259,874
|
287,901
|
3,103
|
-
|
550,878
|
Research and
development
|
188,690
|
-
|
-
|
-
|
188,690
|
General and
administrative
|
-
|
-
|
-
|
1,564,932
|
1,564,932
|
Operating
expenses
|
448,564
|
287,901
|
3,103
|
1,564,932
|
2,304,500
|
|
|
|
|
|
|
Operating
income (loss)
|
$
1,540,850
|
$
53,993
|
$
147,219
|
$
(1,564,932
)
|
$
177,130
|
Nine months
ended
October 1,
2016
|
|
Core
Standards and
|
Scientific
and
|
|
|
|
Ingredients
|
Contract
Services
|
Regulatory
Consulting
|
|
|
|
segment
|
segment
|
segment
|
Other
|
Total
|
|
|
|
|
|
|
Net
sales
|
$
13,505,470
|
$
7,110,783
|
$
552,721
|
$
-
|
$
21,168,974
|
Cost of
sales
|
6,420,972
|
4,781,539
|
345,127
|
-
|
11,547,638
|
|
|
|
|
|
|
Gross
profit
|
7,084,498
|
2,329,244
|
207,594
|
-
|
9,621,336
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Sales and
marketing
|
930,573
|
749,165
|
11,000
|
-
|
1,690,738
|
Research and
development
|
1,961,097
|
27,500
|
-
|
-
|
1,988,597
|
General and
administrative
|
-
|
-
|
-
|
6,063,520
|
6,063,520
|
Operating
expenses
|
2,891,670
|
776,665
|
11,000
|
6,063,520
|
9,742,855
|
|
|
|
|
|
|
Operating
income (loss)
|
$
4,192,828
|
$
1,552,579
|
$
196,594
|
$
(6,063,520
)
|
$
(121,519
)
|
Nine months
ended
October 3,
2015
|
|
Core
Standards and
|
Scientific
and
|
|
|
|
Ingredients
|
Contract
Services
|
Regulatory
Consulting
|
|
|
|
segment
|
segment
|
segment
|
Other
|
Total
|
|
|
|
|
|
|
Net
sales
|
$
10,238,574
|
$
6,546,816
|
$
864,270
|
$
-
|
$
17,649,660
|
Cost of
sales
|
5,629,564
|
4,742,480
|
397,670
|
-
|
10,769,714
|
|
|
|
|
|
|
Gross
profit
|
4,609,010
|
1,804,336
|
466,600
|
-
|
6,879,946
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Sales and
marketing
|
832,779
|
935,237
|
8,387
|
-
|
1,776,403
|
Research and
development
|
485,195
|
-
|
-
|
-
|
485,195
|
General and
administrative
|
-
|
-
|
-
|
5,531,362
|
5,531,362
|
Operating
expenses
|
1,317,974
|
935,237
|
8,387
|
5,531,362
|
7,792,960
|
|
|
|
|
|
|
Operating
income (loss)
|
$
3,291,036
|
$
869,099
|
$
458,213
|
$
(5,531,362
)
|
$
(913,014
)
|
|
|
Core
Standards and
|
Scientific
and
|
|
|
At October 1,
2016
|
Ingredients
|
Contract
Services
|
Regulatory
Consulting
|
|
|
|
segment
|
segment
|
segment
|
Other
|
Total
|
|
|
|
|
|
|
Total
assets
|
$
12,051,865
|
$
3,645,554
|
$
166,027
|
$
2,900,244
|
$
18,763,690
|
|
|
Core
Standards and
|
Scientific
and
|
|
|
At January 2,
2016
|
Ingredients
|
Contract
Services
|
Regulatory
Consulting
|
|
|
|
segment
|
segment
|
segment
|
Other
|
Total
|
|
|
|
|
|
|
Total
assets
|
$
9,105,502
|
$
3,306,624
|
$
111,765
|
$
6,225,318
|
$
18,749,209
|
Payments due by period
|
|||||
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
|
|
|
|
|
|
$
241,000
|
$
439,000
|
$
451,000
|
$
466,000
|
$
481,000
|
$
1,146,000
|
|
Three months
ending
|
Nine
months ending
|
||||||
|
|
October 3,
2015
|
October
1, 2016
|
October 3,
2015
|
||||
|
Amount
|
% of
net sales
|
Amount
|
% of
net sales
|
Amount
|
% of
net sales
|
Amount
|
% of
net sales
|
Cost
of sales:
|
|
|
|
|
|
|
|
|
Ingredients
|
$
1,288,000
|
48
%
|
$
2,157,000
|
52
%
|
$
6,421,000
|
48
%
|
$
5,630,000
|
55
%
|
Core standards and
contract services
|
1,548,000
|
75
%
|
1,534,000
|
82
%
|
4,782,000
|
67
%
|
4,742,000
|
72
%
|
Scientific and
regulatory consulting
|
129,000
|
44
%
|
115,000
|
43
%
|
345,000
|
62
%
|
398,000
|
46
%
|
|
|
|
|
|
|
|
|
|
Total
cost of sales
|
$
2,965,000
|
59
%
|
$
3,806,000
|
61
%
|
$
11,548,000
|
55
%
|
$
10,770,000
|
61
%
|
|
Three months
ending
|
Nine
months ending
|
||||
|
Oct.
1, 2016
|
Oct.
3, 2015
|
Change
|
Oct.
1, 2016
|
Oct.
3, 2015
|
Change
|
Research
and development expenses:
|
|
|
|
|
|
|
Ingredients
|
$
760,000
|
$
189,000
|
302
%
|
$
1,961,000
|
$
485,000
|
304
%
|
Core
standards and contract services
|
13,000
|
-
|
|
28,000
|
-
|
|
|
|
|
|
|
|
|
Total
research and development expenses
|
$
773,000
|
$
189,000
|
309
%
|
$
1,989,000
|
$
485,000
|
310
%
|
|
Three months
ending
|
Nine
months ending
|
||||
|
Oct.
1, 2016
|
Oct.
3, 2015
|
Change
|
Oct.
1, 2016
|
Oct.
3, 2015
|
Change
|
|
|
|
|
|
|
|
General
and administrative
|
$
1,768,000
|
$
1,565,000
|
13
%
|
$
6,064,000
|
$
5,531,000
|
10
%
|
|
Three months
ending
|
Nine
months ending
|
||||
|
Oct.
1, 2016
|
Oct.
3, 2015
|
Change
|
Oct.
1, 2016
|
Oct.
3, 2015
|
Change
|
|
|
|
|
|
|
|
Interest
expense
|
$
11,000
|
$
182,000
|
-94
%
|
$
345,000
|
$
434,000
|
-21
%
|
Exhibit
No
|
|
Description of
Exhibits
|
|
|
|
2.1
|
|
Agreement and Plan
of Merger, dated as of May 21, 2008, by and among Cody Resources,
Inc., CDI Acquisition, Inc. and ChromaDex, Inc., as amended on June
10, 2008 (incorporated by reference to, and filed as Exhibit 2.1 to
the Registrant’s Current Report on Form 8-K filed with the
Commission on June 24, 2008)
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to, and filed as Appendix A to the
Registrant’s Definitive Proxy Statement on Schedule 14A filed
with the Commission on May 4, 2010)
|
3.2
|
|
Bylaws
of the Registrant (incorporated by reference to, and filed as
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K
filed with the Commission on June 24, 2008)
|
3.3
|
|
Certificate of
Amendment to the Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to, and filed as
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed with the Commission on April 12, 2016)
|
3.4
|
|
Amendment to Bylaws
of the Registrant (incorporated by reference to, and filed as
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed with the Commission on July 19, 2016)
|
4.1
|
|
Form of
Stock Certificate representing shares of the Registrant’s
Common Stock (incorporated by reference to, and filed as Exhibit
4.1 to the Registrant’s Annual Report on Form 10-K filed with
the Commission on April 3, 2009)
|
4.2
|
|
Investor’s
Rights Agreement, effective as of December 31, 2005, by and between
The University of Mississippi Research Foundation and the
Registrant (incorporated by reference to, and filed as Exhibit 4.1
to the Registrant’s Current Report on Form 8-K filed with the
Commission on June 24, 2008)
|
4.3
|
|
Tag-Along Agreement
effective as of December 31, 2005, by and among the Registrant,
Frank Louis Jaksch, Snr. & Maria Jaksch, Trustees of the Jaksch
Family Trust, Margery Germain, Lauren Germain, Emily Germain, Lucie
Germain, Frank Louis Jaksch, Jr., and the University of Mississippi
Research Foundation (incorporated by reference to, and filed as
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K
filed with the Commission on June 24, 2008)
|
4.4
|
|
Form of
Stock Certificate representing shares of the Registrant’s
Common Stock effective as of January 1, 2016 (incorporated by
reference to, and filed as Exhibit 4.4 to the Registrant’s
Annual Report on Form 10-K filed with the Commission on March 17,
2016)
|
10.1
|
|
Addendum to the
Nicotinamide Riboside Supply Agreement, dated July 24, 2015, by and
between ChromaDex, Inc. and Thorne Research, Inc. (1)
|
10.2
|
|
Second
Addendum to the Nicotinamide Riboside Supply Agreement, dated
September 14, 2016, by and between ChromaDex, Inc. and Thorne
Research, Inc. (1)
|
10.3
|
|
Exclusive License
Agreement, dated July 13, 2012 between Dartmouth College and
ChromaDex, Inc.
|
10.4
|
|
Exclusive License
Agreement, dated March 7, 2013 between Washington University and
ChromaDex, Inc.
|
10.5 |
|
Amendment #1 to
Exclusive License Agreement, effective as of December 15, 2015,
between Washington University and ChromaDex,
Inc.
|
10.6
|
|
License
Agreement, made as of August 1, 2013, between Green Molecular S.L.,
Inc. and ChromaDex, Inc.
|
10.7
|
|
First
Amendment to Exclusive License Agreement, effective as of July 6,
2015, between University of Mississippi and ChromaDex,
Inc.
|
10.8 |
|
Second
Amendment to the License Agreement, effective as of December 31,
2015, between the Regents of the University of California and
ChromaDex, Inc. (1)
|
10.9 |
|
Second Addendum to Supply Agreement, effective as of January 28, 2016, between Nectar7 LLC and ChromaDex, Inc. (1) |
10.10 |
|
First Amendment to Exclusive License Agreement, effective as of June 13, 2016, between Dartmouth College and ChromaDex, Inc. (1) |
|
|
|
31.1
|
|
Certification of
the Chief Executive Officer pursuant to Rule 13a-14(A) of the
Securities Exchange Act of 1934, as amended
|
31.2
|
|
Certification of
the Chief Financial Officer pursuant to Rule 13a-14(A) of the
Securities Exchange Act of 1934, as amended
|
32.1
|
|
Certification
pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section
906 of the Sarbanes−Oxley Act of 2002)
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
|
CHROMADEX
CORPORATION
|
Date: November 10, 2016
|
|
/s/ THOMAS C. VARVARO
|
|
|
|
Thomas C.
Varvaro
Chief
Financial Officer
|
|
|
|
|
|
(principal financial and accounting officer and duly authorized on
behalf of the registrant)
|
|
|
|
Seller
|
Chromadex,
Inc.
|
Buyer
|
Thorne
Research, Inc.
|
Product
|
Nicotinamide
Riboside Chloride (Product Specification attached
hereto)
|
Term
|
As
defined by the NIAGEN® SUPPLY AGREEMENT, dated July 9, 2013
(“Original Agreement”)
|
Intent
|
1)
To add Choline and/or
Betaine
and/or
dimethylglycine
(DMG) to the Original
Agreement (hereinafter the
NR-Choline-Betaine-DMG Combination
Product
)
2)
To permit Buyer the
sole rights to the
Combination
of
Nicotinamide Riboside
(NR) with
Choline
and/or
Betaine and/or DMG
(all
forms)
3)
To permit Buyer the
right to engage in the research, advertising, promotion,
manufacturing, packaging, shipment, distribution, use, offer for
sale, and sale of the
NR-Choline-Betaine-DMG Combination
Product or of Derivatives of the
NR-Choline-Betaine-DMG Combination
Product
4)
Derivatives of the
NR-Choline-Betaine-DMG
Combination
|
|
Product
are defined as any product that contains the
NR-Choline-Betaine-DMG Combination
in
combination with any other ingredient(s)
|
|
alpha-GPC (L-Alpha
Glycerylphosphorylcholine)
CDP
Choline (cytidine 5′-diphosphocholine)
Form of
Betaine to include all present and future forms of betaine, which
presently includes, but is not limited to:
Betaine
monohydrate
Betaine
anhydrous
Trimethylglycine
(TMG)
Forms
of Dimethylglycine (DMG) to include all present and future forms of
DMG
|
Territory
|
1) Retain
Licensed Health Care
Professionals
channel in North America for stand-alone
NR
2) North
America for
NR-Choline-Betaine-DMG
Combination
with a right of first refusal for other
countries.
|
Field
of Use
|
Human
|
Current
Exclusions to Sale of Product
|
1) Excluded
products include energy shots or melts (melting or dissolvable
tablet or delivery system)
2) Excluded
Fields/Channels: The “Multi-Level Marketing Channel”
defined as the sale of products through a network of independent
marketing representatives and the “Direct Response
Channel” defined as the marketing and advertising of the
Product through direct response television and radio advertisements
of any length or format intended to reach one or more potential
consumers asking them to purchase from or respond directly to Buyer
or its agent via a website, telephone number, or other medium to
purchase.
3) Channels/Fields/Products
may be excluded at any time at the sole discretion of Seller upon
written notice, unless the Parties have previously agreed in
writing that such channel/field/product may not be excluded because
Buyer has demonstrated established sales of or other commitment to
a specified channel/field/product.
|
What is
Covered by the Addendum
|
Commensurate with
the Original Agreement
|
Property
|
Trademarks,
patents, data, trade secrets, science, technology, formulas,
know-how, intellectual property, clinical research data (including
data generated by Thorne), or other information relating to any
NR-Choline-Betaine-DMG
Combination
Product
|
Registration
|
The
parties will determine responsibilities for registration in the
appropriate jurisdictions
|
Regulatory
Category
|
1) Dietary
supplements
2) Thorne
Research also obtains the right to co-market the
NR-Choline-Betaine-DMG Combination
with
specific drugs (drugs, OTC drugs, or botanical drugs) approved for
specific diseases or conditions
3) Thorne
Research further expresses its interest to pursue the right to
develop the
NR-Choline-Betaine-DMG
Combination
AS a drug approved for specific diseases or
conditions. This can be governed by a first right of refusal in the
Original Agreement or governed by a separate agreement addressing
the
NR-Choline
prodrug
conjugate.
|
Payment
Terms
|
To be
determined
|
Royalties
|
Same as
original agreement
|
Research
Costs
|
NA
|
Marketing
Support
|
Method
of marketing and marketing partners to be determined by the
parties
|
Regulatory
|
As
appropriate in all Territories, Fields of Use, &
Channels
|
Assignment
|
1) No
right to assign this
Agreement
, except as part of transfer of
a business unit or transfer of all the activities of one of the
Parties.
|
Trademark
-
Supplier
|
Nicotinamide
Riboside has been registered by the Supplier under the NIAGEN®
trademark. Trademarks on goods developed by Supplier will be
developed, filed, owned, and maintained by Supplier.
|
Trademark
–
Buyer
|
Thorne
Research shall own the trademark/registration for the
NR-Choline-Betaine-DMG Combination
,
regardless of whether that occurs as a single product or the
NR-Choline-Betaine-DMG
Combination
occurs as an ingredient in one or more finished
products. Trademarks on finished goods developed by Buyer will be
developed, filed, owned, and maintained by Buyer.
|
Patent
Costs
|
Each
Party shall bear its own patent filing and maintenance costs,
unless otherwise defined in writing by this or another
Agreement
|
Patent
Filing
|
Where
relevant to new innovation
|
Patent
Defense Costs
|
To be
commensurate with the Original Agreement:
1)
Supplier shall have the obligation and first right to defend patent
infringement claims against Nicotinamide Riboside
2)
Should Supplier default, see terms of Original
Agreement
|
Milestones
|
as
described in the table below.
|
Milestone
|
1
|
2
|
3
|
4
|
Human
Clinical
|
|
KGK 24 hour
Pharmacokinetics Trial at 100, 300, and 1000 mg
|
U
Copenhagen 24 hour Pharmacokinetics Trial at X mg
|
KGK Two Month
NAD Molecular Network Trial
|
Safety/
Toxicology
|
|
Yes;
serum chemistry; blood cell response
|
Yes;
serum chemistry; blood cell response
|
Yes;
serum chemistry; blood cell response
|
Pharmacokinetics
|
|
NAD
Methylnicotinamide
Betaine
Choline
Homocysteine
Nuclear
uracil
NAD
metabolic network
|
NAD
Methylnicotinamide
Betaine
Choline
Homocysteine
Nuclear
uracil
NAD
metabolic network
|
NAD
Methylnicotinamide
Betaine
Choline
Homocysteine
Nuclear
uracil
NAD
metabolic network
|
Legal
|
Oringinal
Agreement Governing NR+Choline and/or Betaine and/or
DMG
|
Evaluate M2
results
|
Evaluate M3
results
Report
& acceptance of M2 results
|
Evaluate M4
results
Report
& final acceptance of M2-4 results
|
Strategic
|
Exclusivity
around the key methyl donors choline and betaine
|
Begin
dose determination for choline, betaine, or DMG
|
Continue dose
determination for choline, betaine, or DMG
|
Final
determination of Begin dose determination for choline, betaine, or
DMG
|
Completion
|
7.10.15
|
Complete
|
9.20.15
|
11.20.15
|
Study
Cost
|
|
TBD
|
TBD
|
TBD
|
Milestone
Cost
|
$0k
|
|
|
|
Seller
|
ChromaDex,
Inc.
|
Buyer
|
Thorne
Research, Inc.
|
Effective
Date
|
September 14,
2016
|
Intent
of Second Addendum
|
1)
To extend the Term of the
NIAGEN® SUPPLY AGREEMENT, dated July 9, 2013 (“Original
Agreement”) between the parties.
2)
To amend in the entirety,
the Territory, the Exclusivity in the Territory, and the
Exclusivity Requirements in the Original Agreement and in the
Addendum to the Nicotinamide Riboside Supply Agreement, dated July
24, 2015 (“Addendum”).
|
Term
|
October
1, 2016 through December 31, 2018
|
Territory
and Exclusivity in the Territory (amended)
|
1) Thorne
retains exclusivity for stand-alone NR in the Licensed Health Care
Professionals Channel in the United States only.
2) Thorne
retains exclusive rights to the combination of Nicotinamide
Riboside (NR) with Choline and/or Betaine and/or DMG (all forms)
(“Combination Product”) in all channels, in the United
States and Canada, with right of first refusal for other
countries.
3) Thorne
obtains exclusive rights to the combination of Nicotinamide
Riboside (NR) and Exogenous Ketones, specifically the ketone ester
3-hydroxybutyl-3-hydroxybutyrate (“Combination
Product”) and derivatives thereof in all channels, in the
United States and Canada, with right of first refusal
for other countries. For the purpose of this
license, “Exogenous Ketones” refers to
b-hydroxybutyrate (or derivatives thereof), which is (are)
converted to acetoacetate via b-hydroxybutyrate dehydrogenase,
with subsequent conversion to acetoacetyl CoA, and acetyl CoA for
the purpose of entering the tricarboxylic acid cycle (TCA) and
generating cellular energy (ATP) in humans or animals
. This
Ketone Combination Product is also subject to the Channel of
Distribution, as defined in the Addendum, specifically paragraph 3
and the multi-vitamins exception.
|
|
4) The
exclusivity rights set forth in this section terminate upon the
termination of Thorne’s 3-hydroxybutyl-3-hydroxybutyrate
license with Ops Fuel.
5) Thorne’s
exclusive right to the combination of Nicotinamide Riboside (NR)
with Choline and/or Betaine and/or DMG (all forms), as well as its
right to Nicotinamide Riboside (NR) and
Exogenous Ketones, shall extend to Amazon
international
(
Amazon.com Inc (AMZN.O)
6) For
avoidance of doubt, ChromaDex may sell into channels and/or
territories that could directly or indirectly compete with Thorne,
with product formulations that are outside those specified in this
Addendum.
7) ChromaDex
will not engage in negotiation with […***…]in
[…***…], and will do its best to ensure no other
ChromaDex customer engages with […***…], through the
end of […***…].
8) ChromaDex
will not engage in negotiation with […***…] for
[…***…], and will do its best to ensure no other
ChromaDex customers engage with […***…], through the
end of […***…].
9) ChromaDex
will not engage in negotiation with […***…] or
[…***…], and will not knowingly allow its customers to
engage with […***…]. Thorne understands
that ChromaDex does not have control over its customers, but that
ChromaDex will use reasonable efforts to prevent its customers from
engaging in negotiations with the […***…].
10) Other
Channels/Fields/Products may be excluded at any time at the sole
discretion of Seller upon written notice, unless the Parties have
previously agreed in writing that such channel/field/product may
not be excluded because Buyer has demonstrated established sales of
or other commitment to a specified
channel/field/product.
|
Exclusivity
Requirements (amended)
|
Exclusivity in the
Territory will be maintained if Buyer meets all the following
Exclusivity Requirements:
1)
Product Launch
Requirements: Buyer shall launch a Combination Product by end of Q1
2017 to maintain exclusivity in the United States and
Canada
2)
Clinical Study
Requirements: Buyer shall complete at least one human clinical
study with stand-alone NR or with a Combination Product by June 1,
2017
Ownership of all
intellectual property related to NR, excluding intellectual
property surrounding the NR-Ketone combination, will be transferred
to ChromaDex if above requirements are not met. On a confidential
basis, ChromaDex shall have access to all data and reports
generated from the Clinical Study.
3)
Minimum Purchase
Requirements:
Q4 2016
= […***…]kg of
NIAGEN
Q1 2017
= […***…]kg NIAGEN*
Q2 2017
= […***…]kg NIAGEN
Q3 2017
= […***…]kg NIAGEN
Q4 2017
= […***…]kg NIAGEN
Q1 2018
= […***…]kg NIAGEN
Q2 2018
= […***…]kg NIAGEN
Q3 2018
= […***…]kg NIAGEN
Q4 2018
= […***…]kg NIAGEN
* Q1 of
FY2017 will be reduced to […***…]kg, which is a
$[…***…] savings in working capital, for the change of
the Territory for exclusivity rights for stand-alone NR from North
America to the United States in the Second Addendum.
For
each quarter, a binding purchase order with volume and ship date
will be provided by Buyer to Seller no less than 45 days prior to
the start of the next calendar quarter.
Seller
may terminate Exclusivity Rights, with written notice, if Seller
fails to meet the Exclusivity Requirements. Buyer shall have 30
days from written notice to cure.
|
Buyer
Obligations
|
1)
A
minimum
dose in single
entity form, of 100mg will be used in Buyer’s NR product(s)
(as expressed as “per serving” on label), to insure
alignment with human study data that is published before or during
the Term.
2) Patent
Marking. Buyer will ensure proper patent marking on all finished
product. All finished product shall be marked as follows:
“Patent: See www.ChromaDexPatents.com”.
|
Field
|
Milestone
|
Timing
|
Payment
|
Field
1
|
Commercial-scale
production
|
12
months
|
$2K
|
Cumulative
sales >3kg
|
18
months
|
$5K
|
|
$200K
cumulative sales
|
24
months
|
$10K
|
|
$1M
cumulative sales
|
36
months
|
$15K
|
|
Field
2
|
Cumulative
sales >3kg
|
36
months
|
$5K
|
Cumulative
sales >20kg
|
48
months
|
$10K
|
|
Field
3
|
Cumulative
sales >3kg
|
18
months
|
$5K
|
$100K
cumulative sales
|
24
months
|
$10K
|
|
$500K
cumulative sales
|
36
months
|
$15K
|
|
Field
4
|
$5K
cumulative sales
|
24
months
|
$500
|
$10K
cumulative sales
|
36
months
|
$1k
|
|
TH
E TRUSTEES OF
DARTMOUTH COLLEGE
By:
/S/ Alla
Kan
Date: July 11,
2012
Name: Alla
Kan
Title: Director
Technology Transfer Office
CHROMADEX,
INC.
By:
/S/ Thomas C.
Varvaro
Date:
July 13, 2012
Name: Thomas C.
Varvaro
Title:
Chief F
inancial
Officer
|
Attn: Legal/C.F.O
Postal: 10005 Muirlands Blvd. #G
City, State, Zip: Irvine CA 92618
Fax:949-600-9597
Email:
tom.varvaro@chromadex.com
|
Attn: Accounting
Postal: 10005 Muirlands Blvd. #G
City, State, Zip: Irvine CA 92618
Fax:949-600-9597
Email:
jamesl@chromadex.com
|
Attn: Technical
Postal: 10005 Muirlands Blvd. #G
City, State, Zip: Irvine CA 92618
Fax:949-600-9597
Email:
tom.varvaro@chromadex.com
|
Market
|
Milestone
|
Timing
|
Payment
|
Field 1 (
dietary supplement, sports
nutrition, functional foods, skin
care/cosmetic)
|
Commercial-scale
production
|
12
months
|
$2K
|
Cumulative
sales >3kg
|
18
months
|
$5K
|
|
$200K
cumulative sales
|
24
months
|
$10K
|
|
$1M
cumulative sales
|
36
months
|
$15K
|
|
Field 2
(food/beverage with FDA
approval)
|
Cumulative
sales >3kg
|
36
months
|
$5K
|
Cumulative
sales >20kg
|
48
months
|
$10K
|
|
Field 3
(consumer
foods)
|
Cumulative
sales >3kg
|
24
months
|
$5K
|
$100K
cumulative sales
|
36
months
|
$10K
|
|
$500K
cumulative sales
|
48
months
|
$15K
|
|
Field 4
(research
reagents)
|
$5K
cumulative sales
|
24
months
|
$500
|
$10K
cumulative sales
|
36
months
|
$1k
|
|
Field 5
(pharmaceutical)
|
IND
|
TBD
|
$20,000
|
Phase I
initiation
|
$20,000
|
||
Phase
II initiation
|
$25,000
|
||
Phase
III initiation
|
$50,000
|
||
NDA
|
$100,000
|
||
First
Commercial Sale
|
$250,000
|
a.Patent Royalty
Rate
|
4%
|
b.Non-Patent
Royalty Rate
|
2%
|
c.
Pass-through for sublicensee(s)
|
2%
|
Field
1
|
Dietary
supplement, sports nutrition, foods with health claims,
skincare/cosmetics
|
Field
2
|
food
or drink products requiring FDA approval
|
Field
3
|
Consumer foods,
such as dairy products, formulas, cereal
|
Field
4
|
Research (ref
standard at $3000/gram)
|
Field
5
|
Pharmaceuticals
|
Nicotinamide
Riboside
|
PK
|
L +
3mos
|
Initial
data to support dosing and safety
|
Nicotinamide
Riboside
|
comparison
to niacin in optimization of NAD pathway and its
effects
|
L +
3mos
|
For
cholesterol mainly, but other minor niacin comparisons
(anti-oxidant, anti-inflammatory)
|
Nicotinamide
Riboside
|
Weight
loss, metabolism, and associated molecular markers
|
L +
6mos
|
This is
based on NR conversion to NAD, and NAD's role in activating histone
deacetylases (HDACs) which are used to control
metabolism
|
Nicotinamide
Riboside
|
Endurance
and sports nutrition
|
L + 9
mos
|
Based
on NR's position in the NAD recycling pathway following use in ATP
production
|
Nicotinamide
Riboside
|
Joint
health
|
L + 15
mos
|
Based
on a comparison to niacin's ability to increase range of motion,
decrease pain, and act as an anti-inflammatory
|
Nicotinamide
Riboside
|
Chemotherapy-induced
neuropathy
|
L +
21mos
|
This
ican be an OTC and ulitimatley a pharma inquiry
|
Country Roll out
|
|
|
USA
|
Q3
|
2013
|
Canada
|
Q2
|
2015
|
Australia
|
Q2
|
2016
|
EU
|
Q4
|
2016
|
Asia
|
Q4
|
2017
|
(e)
good faith estimates of Sales and income by Calendar Half for the
next five calendar years including the first calendar year or
partial calendar year following the Effective Date.]
|
|
|
Company Sales
(USD)
|
Q3
2013
|
Q4
2013
|
1H
2014
|
2H
2014
|
1H
2015
|
|
Field
1
|
Dietary supplement,
sports nutrition, foods with health claims
|
$
125,000
|
$
187,500
|
$
437,500
|
$
500,000
|
$
625,000
|
Field
2
|
food or drink
products requiring FDA approval
|
$
0
|
$
0
|
$
0
|
$
0
|
$
0
|
Field
3
|
Consumer foods,
such as dairy products, formulas, cereal
|
$
0
|
$
0
|
$
0
|
$
8,000
|
$
20,000
|
Field
4
|
Research
|
$
750
|
$
750
|
$
1,500
|
$
1,500
|
$
2,250
|
Total
|
$
125,750
|
$
188,250
|
$
439,000
|
$
509,500
|
$
647,250
|
|
|
|
|
|
|
|
|
Company Sales
(USD)
|
2H
2015
|
1H
2016
|
2H
2016
|
1H
2017
|
2H
2017
|
|
Field
1
|
Dietary supplement,
sports nutrition, foods with health claims
|
$
812,500
|
$
1,000,000
|
$
1,125,000
|
$
1,250,000
|
$
1,312,500
|
Field
2
|
food or drink
products requiring FDA approval
|
$
0
|
$
10,000
|
$
20,000
|
$
30,000
|
$
40,000
|
Field Field
3
|
Consumer foods,
such as dairy products, formulas, cereal
|
$
50,000
|
$
60,000
|
$
100,000
|
$
150,000
|
$
150,000
|
Field
4
|
Research
|
$
2,250
|
$
3,000
|
$
3,000
|
$
4,500
|
$
4,500
|
Total
|
$
864,750
|
$
1,073,000
|
$
1,248,000
|
$
1,434,500
|
$
1,507,000
|
Application Type
|
Country
|
Application Number
|
Patent Number
|
Status
|
|
|
|
|
|
PCT
|
PCT
|
PCT/US2005/019524
|
|
Converted
|
Provisional
|
United States
|
60/577,233
|
|
Converted
|
Provisional
|
United States
|
60/641,330
|
|
Converted
|
Non-provisional application
|
United States
|
11/144,358
|
7,776,326
|
Granted
|
FOR - Foreign
|
EPO
|
5790283.5
|
|
Pending
|
FOR - Foreign
|
China
|
China
200580018114.8
|
ZL200580018114.8
|
Granted
|
Provisional
|
United States
|
60/886,854
|
|
Converted
|
PCT
|
PCT
|
PCT/US08/01085
|
|
Converted
|
FOR - Foreign
|
Canada
|
2676609
|
|
Pending
|
FOR - Foreign
|
Mexico
|
MX/A/2009/008022
|
|
Pending
|
Non-provisional application
|
United States
|
12/524,718
|
|
Pending
|
Divisional
|
United States
|
12/790,722
|
|
Pending
|
Market
|
Milestone
|
Timing
|
Field 1 (
dietary supplement, sports
nutrition, functional foods, skin
care/cosmetic)
|
Commercial-scale
production
|
12
months
|
Cumulative
sales >3kg
|
18
months
|
|
$200K
cumulative sales
|
24
months
|
|
$1M
cumulative sales
|
36
months
|
|
Field 2
(food/beverage with FDA
approval)
|
Cumulative
sales >3kg
|
36
months
|
Cumulative
sales >20kg
|
48
months
|
|
Field 3
(consumer
foods)
|
Cumulative
sales >3kg
|
24months
|
$100K
cumulative sales
|
36
months
|
|
$500K
cumulative sales
|
48months
|
|
Field 4
(research)
|
$5K
cumulative sales
|
24
months
|
$10K
cumulative sales
|
36
months
|
|
Field 5
(pharmaceutical)
|
TBD
|
TBD
|
|
|
Market
|
Milestone
|
Approximate
Timing
|
Payment
|
Field 1
(dietary supplement, sports
nutrition, functional foods, skin
care/cosmetic)
|
Commercial-scale
production
|
12
months
|
$2K
|
Cumulative
sales >3kg
|
18
months
|
$5K
|
|
$200K
cumulative sales
|
24
months
|
$10K
|
|
$1M
cumulative sales
|
36
months
|
$15K
|
|
Field 2
(food/beverage with FDA
approval)
|
Cumulative
sales >3kg
|
36
months
|
$5K
|
Cumulative
sales >20kg
|
48
months
|
$10K
|
|
Field 3
(consumer
foods)
|
Cumulative
sales >3kg
|
24
months
|
$5K
|
$100K
cumulative sales
|
36
months
|
$10K
|
|
$500K
cumulative sales
|
48
months
|
$15K
|
|
Field 4
(research
reagents)
|
$5K
cumulative sales
|
24
months
|
$500
|
$10K
cumulative sales
|
36
months
|
$1k
|
|
Field 5
(pharmaceutical)
|
IND
application filed for neurological disease
|
EOY
2018
|
$20K
|
Phase
1 initiation
|
EOY
2019
|
$20K
|
|
Phase
2 initiation
|
EOY
2020
|
$25K
|
|
Phase
3 initiation
|
EOY
2021
|
$50K
|
|
NDA
approval
|
EOY
2024
|
$100K
|
|
First
commercial sale
|
EOY
2024
|
$250K
|
Market
|
Milestone
|
Timing
|
Field 1
(dietary supplement, sports
nutrition, functional foods, skin
care/cosmetic)
|
Commercial-scale
production
|
12
months
|
Cumulative
sales >3kg
|
18
months
|
|
$200K
cumulative sales
|
24
months
|
|
$1M
cumulative sales
|
36
months
|
|
Field 2
(food/beverage with FDA
approval)
|
Cumulative
sales >3kg
|
36
months
|
Cumulative
sales >20kg
|
48
months
|
|
Field 3
(consumer
foods)
|
Cumulative
sales >3kg
|
24
months
|
$100K
cumulative sales
|
36
months
|
|
$500K
cumulative sales
|
48
months
|
|
Field 4
(research
reagents)
|
$5K
cumulative sales
|
24
months
|
$10K
cumulative sales
|
36
months
|
|
Field 5
(pharmaceutical)
|
IND
application filed for neurological disease
|
EOY
2018
|
Phase
1 initiation
|
EOY
2019
|
|
Phase
2 initiation
|
EOY
2020
|
|
Phase
3 initiation
|
EOY
2021
|
|
NDA
approval
|
EOY
2024
|
|
First
commercial sale
|
EOY
2024
|
Chromadex,
Inc.
|
Washington
University
|
|
|
By:
/s/ Troy Rhonemus
Name:
Troy Rhonemus
Title:
COO
Date:
1/2/2016
|
By:
/s/ Nichole
Mercier
Name:
Nichole Mercier, Ph.D.
Title:
Interim Director, OTM
Date:
12.21.15
|
COUNTRY
|
PATENT NUMBER
|
LEGAL STATUS
|
AUSTRALIA
|
2010311326
|
Pending
|
BRAZIL
|
BR
112012010070-0
|
Pending
|
CANADA
|
2,778,151
|
Pending
|
CHINE
|
201080048865.5
|
Pending
|
EUROPE
|
10775793.2
|
Granted: Mention of
grant will be published on 24.07.2013; Validation in designated
European countries to be decided
|
ISRAEL
|
219318
|
Pending
|
JAPAN
|
2012-535862
|
Pending
|
REPUBLIC OF
KOREA
|
10-2012-7013257
|
Pending
|
MEXICO
|
MX/a/2012/005013
|
Pending
|
RUSSIA
|
2012122241
|
Pending
|
UNITED
STATES
|
13/504,056
|
Pending
|
Australia
|
2001273330
|
Canada
|
2412600
|
France
|
1301191
|
Germany
|
601 15
654.4
|
Netherlands
|
1301191
|
South
Korea
|
10-08314080000
|
Great
Britain
|
1301191
|
Mexico
|
254542
|
China
|
ZL01814316.4
|
Italy
|
48189
BE2006
|
Finland
|
1 301
191
|
Sweden
|
1 301
191
|
Austria
|
E
311892
|
India
|
214154
|
Norway
|
329221
|
Poland
|
203814
|
Demark
|
1 301
191
|
UNIVERSITY OF
MISSISSIPPI
|
|
|
|
/s/ Walter G. Chambliss,
Ph.D.
Walter G. Chambliss, Ph.D.
Director
of Technology Management
Office
of Research & Sponsored Programs
|
July 27, 2015
Date
|
/s/ David S. Pasco,
Ph.D.
|
August 4, 2015
|
Davis S. Pasco,
Ph.D.
|
Date
|
Assistant Director,
National Center for Natural Products Research
|
|
/s/ David D Allen,
Ph.D.
|
8/4/15
|
David D Allen,
Ph.D.
|
Date
|
Dean, School of
Pharmacy
|
|
/s/ Frank Jaksch
|
July 28,
2015
|
Frank
Jaksch
|
Date
|
Chief Executive
Officer
|
|
CHROMADEX,
INC.
|
|
THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA
|
|
|
|
By:
/s/ Troy
Rhonemus
N
ame:
Troy Rhonemus
Title:
COO
Date:
1/5/2016
|
|
By:
/s/ Ronnie
Hanecak
Name:
Ronnie Hanecak,
PhD
Title:
Assistant Vice
Chancellor
Date:
January 4, 2016
|
Product
|
|
Product Application
|
|
Term
|
|
Exclusivity Area/Region
|
|
Minimum
Revenues/Obligations
“Minimum Revenues”
|
|
|
|
|
|
|
|
|
|
NIAGEN
®
|
|
Finished Products for wound healing, including prevention and
treatment, with the exception of cosmetics, prescription drugs
and
Over-the-Counter (OTC) therapeutic category subtopics:
Acne; Dandruff; Seborrheic Dermatitis; Psoriasis; Skin Protectant;
Sunscreen.
|
|
Ten (10) years
|
|
The world
|
|
2016
: Minimum Revenues are
waived but Buyer must continue development and demonstrate proof of
concept to the reasonable satisfaction of Seller by year
end.
2017
: Minimum Revenues are
waived but Buyer must launch at least one (1) Finished Product
containing the Product.
2018
: Minimum Revenue of
$[
…***…
]
2019
: Minimum Revenue of
$[
…***…
]
2020
: Minimum Revenue of
$[
…***…
]
2021
: Minimum Revenue of
$[
…***…
]
2022
: Minimum Revenue of
$[
…***…
]
2023
: Minimum Revenue of
$[
…***…
]
2024
: Minimum Revenue of
$[
…***…
]
2025
: Minimum Revenue of
$[
…***…
]
Every year thereafter shall be negotiated in good
faith.
|
Product
|
|
Product Application
|
|
Term
|
|
Exclusivity Area/Region
|
|
Minimum
Revenues/Obligations
“Minimum Revenues”
|
|
|
|
|
|
|
|
|
|
NIAGEN
®
|
|
Dietary Supplement in the form of a tablet or capsule
|
|
Seller launches product within 1 year of Effective Date in each
country or loses exclusivity for that specific country
|
|
Philippines, Taiwan, Hong Kong (not all of China), Singapore,
Indonesia
|
|
For 6 months from Second Addendum Effective Date, Minimum Revenues
are waived but Buyer must launch at least one Finished Product
containing the Product:
$[
…***…
]
for Year 1 (Year 1 begins 6 month after the
Effective Date)
$[
…***…
] for Year
2
$[
…***…
] for Year
3
$[
…***…
] for Year
4
$[
…***…
] for any
single twelve (12) month period between the Second Addendum
Effective Date and 2020.
|
Product
|
|
Product Application
|
|
Term
|
|
Exclusivity Area/Region
|
|
Minimum
Revenues/Obligations
“Minimum Revenues”
|
|
|
|
|
|
|
|
|
|
NIAGEN
®
|
|
Finished Products for pets, with the exception of one (1) third
party who may also sell Finished Products within this Product
Application
|
|
Three (3) years
|
|
The world
|
|
2016
: Minimum Revenues of
$[
…***…
]
2017
: Minimum Revenues of
$[
…***…
]
2018
: Minimum Revenue of
$[
…***…
]
Every year thereafter shall be negotiated in good
faith.
|
Product
|
|
Product Application
|
|
Term
|
|
Exclusivity Area/Region
|
|
Minimum
Revenues/Obligations
“Minimum Revenues”
|
|
|
|
|
|
|
|
|
|
NIAGEN
®
|
|
Sports hydration beverages, energy drinks, and waters, including
vitamin waters all with a Nutrition Facts label and a net quantity
contents greater than 2 oz.
|
|
1 Year
|
|
United States
|
|
Meet with 1 potential customer and have made meaningful progress
toward deal to the reasonable satisfaction with Seller within 90
days of the Second Addendum Effective Date.
Exclusivity rights and obligation for each category will be
negotiated in good faith upon signed supply deal.
|
CHROMADEX,
INC.
|
|
NECTAR7
LLC
|
|
|
|
By:
/s/ Troy Rhonemus
Name: Troy Rhonemus
Title:
COO
Date:
1/28/2016
|
|
By:
/s/ David
D’Arcangelo
Name:
David
D’Arcangelo
Title:
Manager
Date: 1/28/16 |
CHROMADEX,
INC.
|
|
TRUSTEES
OF DARTMOUTH COLLEGE
|
|
|
|
By:
/s/ Tom Varvaro
Name:
Tom Varvaro
Title:
CFO
Date:
6/14/16
|
|
By:
/s/ Nila Bhakuni
Name: Nila
Bhakuni
Title:
Director, Technology Transfer
Date:
6/13/16
|